Meta Platforms on Oct. 26, 2026 launched two concurrent public equity offerings worth about $35 billion combined. In the same filing it described a planned at-the-market (ATM) stock program of roughly $60 billion that would follow once its new Class C shares begin trading. The company also stated 2026 capital expenditure guidance of $135 billion to $145 billion, according to an issuer free writing prospectus filed with the SEC.

Nvidia said in a release dated the same day that it will invest $3 billion in Meta's equity offering. The commitment came alongside an announcement that Meta intends to expand its deployment of Nvidia data center hardware. CNBC reported that AMD said it would invest $1 billion.

The financing has several parts, and the headline totals differ depending on who is counting. The breakdown below follows Meta's filings.

What exactly is Meta selling?

The free writing prospectus describes two underwritten offerings running at the same time:

  • About $22.5 billion of Class A common stock, sold in connection with forward sale agreements.
  • 250,000,000 Series A depositary shares. Each one represents a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock. Meta puts the value of this piece at about $12.5 billion.

Those two pieces add up to the roughly $35 billion of underwritten offerings in the filing. Meta expects to grant the underwriters 30-day options to buy up to 37.5 million additional depositary shares and up to $3.375 billion of additional Class A common stock, according to the free writing prospectus.

The filing describes the planned ATM program, at about $60 billion, as a separate, future component that Meta plans to launch upon the commencement of trading of its Class C common stock. Meta states that it has not entered into an agreement for that program, and that its timing, size and terms have not been determined.

CNBC added the $35 billion and the $60 billion together and reported a total of $95 billion. In Meta's own documents, the firm, underwritten part of the plan is about $35 billion, and the ATM figure is a planned amount that has not been finalized.

How does the forward sale structure work?

According to Meta's preliminary prospectus supplement (Form 424B5), forward sellers are offering $22.5 billion of Class A common stock. Meta expects to enter forward sale agreements with Morgan Stanley Capital Services LLC and Goldman Sachs & Co. LLC.

Under this structure, Meta does not initially receive proceeds from the shares sold to investors by the forward sellers. It receives proceeds when it settles the forward agreements. The prospectus says settlement is on a date or dates specified at Meta's discretion, on or before Nov. 19, 2027, and that Meta expects the agreements to be physically settled, meaning it would deliver newly issued shares. The supplement lists META's last reported sale price as $642.62 on Oct. 23, 2026.

What did Nvidia, AMD and Broadcom commit?

The preliminary prospectus supplement names NVIDIA, Advanced Micro Devices and Broadcom as the "Cornerstone Investors." Together they have indicated an interest in buying up to an aggregate of $5.0 billion of the Class A shares at the same price and on the same terms as other purchasers. The filing says these indications of interest are not binding agreements or commitments, and that the underwriters may sell more, fewer or no shares to any of them.

Nvidia's announcement was more specific. In a release on the NVIDIA Newsroom covering an expanded collaboration on Meta's Muse family of models, Nvidia said: "In addition, NVIDIA will invest $3 billion in Meta's equity offering."

The $1 billion AMD figure comes from CNBC, which reported that AMD said it would invest that amount. DataCenterFeed has not reviewed an AMD or Meta document confirming the figure. Neither the filings nor the Nvidia release reviewed for this article gives an amount for Broadcom beyond its inclusion in the $5.0 billion aggregate.

What hardware is in the Nvidia deal?

Nvidia's release says Meta intends to expand its deployment of Nvidia infrastructure, including:

  • Vera Rubin systems and Vera CPUs
  • Spectrum-X Ethernet networking
  • BlueField-4

The release says the two companies will also consider additional collaboration on Nvidia's OpenShell Reference Architecture and Nvidia Sentry. It includes statements from Nvidia CEO Jensen Huang and Meta CEO Mark Zuckerberg about AI agents and Muse. It does not give unit counts, power figures, facility locations or a dollar value for the hardware deployment.

Where does this fit in Meta's spending plans?

The free writing prospectus includes several financial figures that frame the offering:

  • 2026 capital expenditures: $135 billion to $145 billion expected.
  • Operating cash flow: $97 billion in the first three quarters of 2026.
  • Cash, cash equivalents and marketable securities: about $82 billion at the end of the third quarter.
  • Credit ratings: Aa3 / AA-.

Meta says in the filing that it intends to fund these investments through a balanced mix of operating cash flow, investment-grade debt, strategic partnerships and equity capital. It says it intends to use net proceeds from the offerings for general corporate purposes. The filing also says Meta owns data centers in 23 U.S. states and is building four superclusters with more than one gigawatt of capacity each, but it does not tie any of the offering proceeds to specific data center campuses, regions or projects.

What is the Class C stock?

The planned ATM program depends on a new share class. According to the preliminary prospectus supplement, Meta's board declared a dividend of Class C stock on Oct. 19, 2026: one Class C share for each outstanding Class A and Class B share. The amended certificate of incorporation that creates the class has been filed with an effective date of Jan. 19, 2027. Class C shares have no voting rights, except as provided in the certificate or required by law.

Meta's filing ties the start of the ATM program to the start of Class C trading. The free writing prospectus does not give a date for when that trading begins.

Why it matters to the infrastructure market

The filing is a public, on-the-record view of how one of the largest data center builders describes paying for spending at the scale of its 2026 capex guidance. Meta lists equity alongside operating cash flow, investment-grade debt and strategic partnerships as funding sources. In this transaction, a chip supplier has said it will buy equity on the same day it announced an expanded hardware deployment with Meta.

For utilities, local officials and communities near proposed campuses, the documents reviewed give no new information about specific new sites, megawatt loads or construction schedules. The filings speak only to Meta's financing and its company-wide capex guidance.

What Happens Next

The underwriters' 30-day options for up to 37.5 million additional depositary shares and up to $3.375 billion of additional Class A common stock are described in the free writing prospectus. Meta's amended certificate of incorporation creating the non-voting Class C stock has an effective date of Jan. 19, 2027, according to the preliminary prospectus supplement. The planned ~$60 billion ATM program would launch upon the commencement of Class C trading; Meta says it has not entered into an agreement for it and has not determined its timing, size or terms. Meta can settle the Class A forward sale agreements at its discretion on or before Nov. 19, 2027.

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